8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 18, 2007

RURAL/METRO CORPORATION

(Exact name of registrant as specified in its charter)

DELAWARE	0-22056	86-0746929
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9221 East Via De Ventura

Scottsdale, Arizona

85258

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s telephone number, including area code: (480) 606-3886

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement

A subsidiary of Rural/Metro Corporation (the “Company”), Rural/Metro Operating Company LLC (“Rural/Metro LLC”), entered into Amendment No. 5 (the “Amendment”) to the Credit Agreement, dated as of March 4, 2005 (as amended, the “Credit Agreement”), with the Lenders thereunder; Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc., as joint lead arrangers and joint lead bookrunners. The Amendment is effective as of December 31, 2006.

The Amendment modified certain financial covenant requirements contained in the Credit Agreement, including the total leverage ratio, interest expense coverage ratio and fixed charge coverage ratio. In addition, the Amendment modified the definitions of “Consolidated Net Income” and “Consolidated Net Rental and Operating Lease Expense” to exclude discontinued operations prior to June 30, 2006. The Company paid the lenders under the Credit Agreement an amendment fee of 0.025%, or $405,000, and the administrative agent a fee of $250,000.

The foregoing description of the Amendment is qualified in its entirety by reference to the Amendment, a copy of which is filed as Exhibit 99.1 to this Report and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(c) Exhibits.

Exhibit No.

Description

99.1

Amendment No. 5, dated as of January 18, 2007 to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto; Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead arrangers and joint lead bookrunners.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	RURAL/METRO CORPORATION
Date: January 23, 2007	By:	/s/ Kristine Ponczak
		Kristine Ponczak
		Senior Vice President and Chief Financial Officer

EXHIBIT INDEX

Exhibit No.

Description

99.1

Amendment No. 5, dated as of January 18, 2007 to the Credit Agreement, dated as of March 4, 2005, among Rural/Metro Operating Company LLC, as borrower; the lenders party thereto; Citibank, N.A., as LC facility issuing bank; Citicorp North America, Inc., as administrative agent for the lenders; JPMorgan Chase Bank, N.A., as syndication agent; and Citigroup Global Markets Inc. and J.P. Morgan Securities Inc, as joint lead arrangers and joint lead bookrunners.

EX-99.1

Exhibit 99.1

AMENDMENT NO. 5

AMENDMENT NO. 5 (this “Amendment”), dated as of January 18, 2007, to that certain Credit Agreement, dated as of March 4, 2005, (the “Credit Agreement”; capitalized terms used herein and not defined herein shall have the meaning set forth in the Credit Agreement), among RURAL/METRO OPERATING COMPANY, LLC, a Delaware limited liability company (“Borrower”); the Lenders; CITIBANK, N.A., as LC Facility issuing bank (in such capacity, the “LC Facility Issuing Bank”); CITICORP NORTH AMERICA, INC., as administrative agent (in such capacity, the “Administrative Agent”) for the Lenders; JPMORGAN CHASE BANK, N.A. (“JPMCB”), as syndication agent (in such capacity, the “Syndication Agent”); and CITIGROUP GLOBAL MARKETS INC. (“CGMI”) and J.P. MORGAN SECURITIES INC. (“JPMSI”), as joint lead arrangers and joint lead bookrunners (in such capacities, the “Joint Lead Arrangers”).

W I T N E S S E T H:

WHEREAS, Section 9.08 of the Credit Agreement permits the Credit Agreement to be amended from time to time;

NOW, THEREFORE, in consideration of the foregoing, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

SECTION ONE. Amendments.

(a) Clause (A)(v) of the definition of “Consolidated Net Income” shall be amended by deleting “as of December 31, 2004” and replacing it with “as of June 30, 2006”.

(b) The definition of “Consolidated Interest Expense” shall be amended by adding after “the total consolidated interest expense of such Person and its Subsidiaries for such period determined on a consolidated basis in accordance with GAAP” the following: “excluding deferred financing fees and non-cash interest expense” and replacing clause (iii) thereof with “[omitted]”.

(c) The definition of “Consolidated Net Rental and Operating Lease Expense” shall be amended by adding the following sentence at the end of the definition:

“, excluding, in each case, any such expense or income relating to businesses classified as discontinued operations as of June 30, 2006.”

(d) Section 6.14 shall be amended and restated in its entirety to read:

“SECTION 6.14 Interest Expense Coverage Ratio. The Loan Parties will not permit the Interest Expense Coverage Ratio for any Test Period in any period set forth in the table below to be less than the ratio set forth opposite such period in the table below:

Test Period			Interest Expense Coverage Ratio
Closing Date	-	March 31, 2005	1.60 to 1.0
April 1, 2005	-	June 30, 2005	1.70 to 1.0
July 1, 2005	-	September 30, 2005	1.80 to 1.0
October 1, 2005	-	December 31, 2007	2.00 to 1.0
January 1, 2008	-	March 31, 2010	2.25 to 1.0
April 1, 2010	-	September 30, 2010	2.50 to 1.0
October 1, 2010	-	Term Loan Maturity Date	2.75 to 1.0”

(e) Section 6.15 shall be amended and restated in its entirety to read:

“SECTION 6.15 Total Leverage Ratio. The Loan Parties will not permit the Total Leverage Ratio for any date during any period set forth in the table below to exceed than the ratio set forth opposite such period in the table below:

Test Period			Total Leverage Ratio
Closing Date	-	June 30, 2005	6.00 to 1.0
July 1, 2005	-	September 30, 2005	5.90 to 1.0
October 1, 2005	-	December 31, 2005	5.75 to 1.0
January 1, 2006	-	March 31, 2006	5.50 to 1.0
April 1, 2006	-	June 30, 2006	5.25 to 1.0
July 1, 2006	-	September 30, 2006	4.50 to 1.0
October 1, 2006	-	September 30, 2007	4.75 to 1.0
October 1, 2007	-	March 31, 2008	4.50 to 1.0
April 1, 2008	-	March 31, 2009	4.25 to 1.0
April 1, 2009	-	March 31, 2010	3.75 to 1.0
April 1, 2010	-	September 30, 2010	3.25 to 1.0
October 1, 2010	-	Term Loan Maturity Date	3.00 to 1.0”

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(e) Section 6.16 shall be amended and restated in its entirety to read:

“SECTION 6.16 Fixed Charge Coverage Ratio. The Loan Parties will not permit the Fixed Charge Coverage Ratio for any Test Period in any period set forth in the table below to be less than the ratio set forth opposite such period in the table below:

Test Period			Fixed Charge Coverage Ratio
Closing Date	-	Term Loan Maturity Date	1.10 to 1.0”

SECTION TWO. Conditions to Effectiveness. This Amendment shall become effective as of December 31, 2006 (the “Effective Date”) when (x) the Administrative Agent shall have received counterparts of this Amendment executed by the Borrower and the Administrative Agent and (y) the Administrative Agent shall have received executed consents to this Amendment from the Requisite Lenders.

SECTION THREE. Representations and Warranties. The Loan Parties hereby represent and warrant that, as of the date hereof and as of the Effective Date, the conditions set forth in Section 4.02(b) and 4.02(c) of the Credit Agreement are satisfied.

SECTION FOUR. Reference to and Effect on the Credit Agreement. On and after the Effective Date, each reference in the Credit Agreement to “this Agreement,” “hereunder,” “hereof” or words of like import referring the Credit Agreement, and each reference in each of the Loan Documents to “the Credit Agreement,” “thereunder,” “thereof” or words of like import referring to the Credit Agreement, shall mean and be a reference to the Credit Agreement, as amended by this Amendment. The Credit Agreement and each of the other Loan Documents, as specifically amended by this Amendment, are and shall continue to be in full force and effect and are hereby in all respects ratified and confirmed. The execution, delivery and effectiveness of this Amendment shall not, except as expressly provided herein, operate as a waiver of any right, power or remedy of any Lender or any Agent under any of the Loan Documents, nor constitute a waiver of any provision of any of the Loan Documents.

SECTION FIVE. Costs and Expenses. Borrower agrees to pay all reasonable costs and expenses of the Administrative Agent in connection with the preparation, execution and delivery of this Amendment and the other instruments and documents to be delivered hereunder, if any.

SECTION SIX. Execution in Counterparts. This Amendment may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute but one and the same agreement. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be effective as delivery of a manually executed counterpart of this Amendment.

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SECTION SEVEN. Governing Law. THIS AMENDMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.

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RURAL/METRO OPERATING COMPANY, LLC, as Borrower
By:	/s/ Kristine A. Beian-Ponczak
Name:	Kristine A. Beian-Ponczak
Title:	Senior Vice President and
	Chief Financial Officer
CITICORP NORTH AMERICA, INC., as Administrative Agent
By:	/s/ John W. Peruzzi
Name:	John W. Peruzzi
Title:	Managing Director

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